Arconic Files Definitive Proxy Materials, Issues Open Letter to Shareholders: Vote the WHITE Proxy Card

March 13, 2017

Arconic (NYSE: ARNC) announced today it has filed definitive proxy
materials, including its definitive proxy statement and proxy card, with
the U.S. Securities and Exchange Commission in connection with Arconic’s
2017 Annual Meeting of Shareholders, scheduled for May 16, 2017. Arconic
shareholders of record as of the close of business on March 1, 2017 will
be entitled to vote at the Annual Meeting.

In conjunction with the definitive proxy filing, Arconic issued an open
letter to shareholders. The full text follows.

To Fellow Shareholders:

At the upcoming 2017 Annual Meeting, Arconic shareholders will be asked
to vote on several proposals, including nominees for election to your
Board of Directors. The Company has recommended five highly qualified
and experienced nominees and urges shareholders to review the detailed
information regarding these candidates in Arconic’s proxy materials.

We will soon be sending you a detailed proxy statement and WHITE proxy
card in connection with the Annual Meeting. Your Board recommends that
you refrain from making any voting decision until you have had a chance
to carefully review the Arconic proxy materials. There is no need to
take any action at this time


You may be receiving proxy materials from affiliates of Elliott
Management Corporation, a shareholder that has nominated its own slate
of four director candidates in opposition to your Board’s director
nominees. We believe the election of Elliott Management’s nominees would
adversely affect the successful execution of the strategic plan already
underway to enhance shareholder value.

Your Board strongly urges all Arconic shareholders NOT to take any
action in response to Elliott Management’s proxy materials until you
receive Arconic’s proxy materials and have had a chance to review them.
As we describe in our materials, Elliott Management is attempting to
gain your support through a number of misleading statements and baseless
personal attacks. Accordingly, we urge you NOT to vote using any BLUE
proxy card you might receive from Elliott Management. There is no need
to take any action at this time


Your Board is comprised of 13 directors, 12 of whom are independent,
seven of whom joined the Board since the beginning of 2016, and three of
whom were appointed at the request of Elliott Management.

The Board’s current composition has the right balance of in-depth
company knowledge, fresh perspectives, as well as relevant skills and
expertise. The experience and engagement of your Board’s director
nominees have been, and remain, integral to Arconic’s successful
transformation strategy to deliver superior, sustainable long-term
shareholder value. The Board’s nominees have:

  • Critical industry and commercial insights into global aerospace and
    transportation markets;
  • Experience and backgrounds in disciplines highly relevant to the
    Company’s businesses and strategy, including manufacturing and
    operations, finance, international business, risk management and
  • A tremendous amount of CEO and senior-executive level experience
    across a range of relevant sectors; and
  • Demonstrated success leading corporate change and value creation at
    Arconic and other public and private companies.


Amy E. Alving:
Dr. Alving is a
technology leader whose career spans business, government and academia.
She brings extensive technology, defense and innovation experience to
the Board and her valuable insights help Arconic continue to innovate
and grow. Her experience and qualifications include:

  • Serving as Chief Technology Officer of Leidos Holdings, Inc., formerly
    Science Applications International Corporation (SAIC), one of the
    largest U.S. defense contractors, and creating, communicating and
    implementing SAIC’s technical and scientific vision and strategy.
  • Leading a major element of the military’s research and development
    enterprise as Director of the Special Projects Office of the Defense
    Advanced Research Projects Agency.

David P. Hess:
Mr. Hess brings
extensive knowledge in aerospace and defense markets, which are
critically important to Arconic’s future. Mr. Hess’ industry knowledge,
leadership and succession of key executive roles provide strategic and
operational perspectives to the Board to help further drive Arconic’s
strategic goals to grow and unlock the value of the Company’s aerospace
business. His experience and qualifications include:

  • Serving in various roles within the aerospace industry, including as
    Executive Vice President and Chief Customer Officer for Aerospace of
    United Technologies Corporation, President of Pratt & Whitney and
    President of Hamilton Sundstrand.
  • Driving Pratt & Whitney’s global operations in design, manufacture and
    service of aircraft engines for commercial and military aircraft while
    serving as President of the company.

Klaus Kleinfeld:
Mr. Kleinfeld
brings to the Board his knowledge of all aspects of Arconic’s global
businesses. As the only management representative on the Company’s
Board, Mr. Kleinfeld provides an important perspective in Board
discussions about the business and strategic direction of Arconic. His
experience and qualifications include:

  • Leading Alcoa Inc.’s turnaround through the economic recession and the
    collapse of the aluminum market. Executing a complex and successful
    transformation of Alcoa Inc., including significantly restructuring
    the upstream businesses that became Alcoa Corporation and creating the
    value-add portfolio that is today Arconic. Leading the separation of
    the businesses to launch of two strong, standalone companies – Arconic
    and Alcoa Corporation.
  • Presiding over the dramatic transformation of Siemens AG, reshaping
    the company’s portfolio around three high-growth areas, resulting in
    an increase of revenues and a near doubling of market capitalization.

Ulrich “Rick” Schmidt:
Schmidt has extensive executive and business experience at the board and
CFO level in both public and privately held companies. His background in
the aerospace industry, financial management and strategic planning
provides Arconic with relevant and actionable insight for the Company’s
aerospace business strategy. His experience and qualifications include:

  • Serving as Executive Vice President and Chief Financial Officer of
    Spirit Aerosystems Holdings, Inc. and Executive Vice President and
    Chief Financial Officer of Goodrich Corporation.
  • Holding various senior level roles at companies such as Invensys
    Limited, Everest & Jennings International Limited and ArgoTech
  • Serving on the board of directors of aerospace supplier Precision
    Castparts Corporation, including acting as the chairman of Precision
    Castparts’ Audit Committee for eight years.

Ratan N. Tata:
Mr. Tata brings
significant international business expertise in a wide variety of
His previous leadership experience spanning the
automotive, consulting and steel industries, among others, brings
valuable management and industry experience and global perspective. His
experience and qualifications include:

  • Serving as Chairman of Tata Sons Limited, the holding company of the
    Tata Group, one of India’s largest business conglomerates.
  • Holding the role of Chairman of the major Tata Group companies,
    including Tata Motors, Tata Steel, Tata Consultancy and several other
    Tata companies.
  • Serving on the international advisory boards of a number of global
    organizations, including Mitsubishi Corporation, JP Morgan Chase,
    RollsRoyce, Temasek Trust and the Monetary Authority of Singapore.

The Board urges you to Vote the WHITE proxy card and to discard any
BLUE proxy card you might receive from Elliott Management.
If you
have any questions about voting your proxy, please do not hesitate to
contact the firm assisting us on this matter, Innisfree M&A
Incorporated, toll free at 1-877-750-5836.

Thank you for your continued support.

About Arconic

Arconic Inc. (NYSE: ARNC) creates breakthrough products that shape
industries. Working in close partnership with our customers, we solve
complex engineering challenges to transform the way we fly, drive, build
and power. Through the ingenuity of our people and cutting-edge advanced
manufacturing techniques, we deliver these products at a quality and
efficiency that ensure customer success and shareholder value. For more
Follow @arconic: Twitter, Instagram, Facebook, LinkedIn and YouTube.

Dissemination of Company Information

Arconic intends to make future announcements regarding Company
developments and financial performance through its website at

Forward–Looking Statements

This communication contains statements that relate to future events and
expectations and as such constitute forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include those containing such words as
“anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,”
“guidance,” “goal,” “intends,” “may,” “outlook,” “plans,” “projects,”
“seeks,” “sees,” “should,” “targets,” “will,” “would,” or other words of
similar meaning. All statements that reflect Arconic’s expectations,
assumptions or projections about the future, other than statements of
historical fact, are forward-looking statements, including, without
limitation, forecasts relating to the growth of the aerospace,
automotive, commercial transportation and other end markets; statements
and guidance regarding future financial results or operating
performance; statements about Arconic’s strategies, outlook, business
and financial prospects; and statements regarding potential share gains.
Forward-looking statements are not guarantees of future performance and
are subject to risks, uncertainties, and changes in circumstances that
are difficult to predict. Although Arconic believes that the
expectations reflected in any forward-looking statements are based on
reasonable assumptions, it can give no assurance that these expectations
will be attained and it is possible that actual results may differ
materially from those indicated by these forward-looking statements due
to a variety of risks and uncertainties. Such risks and uncertainties
include, but are not limited to: (a) deterioration in global economic
and financial market conditions generally; (b) unfavorable changes in
the markets served by Arconic; (c) the inability to achieve the level of
revenue growth, cash generation, cost savings, improvement in
profitability and margins, fiscal discipline, or strengthening of
competitiveness and operations anticipated from restructuring programs
and productivity improvement, cash sustainability, technology
advancements, and other initiatives; (d) changes in discount rates or
investment returns on pension assets; (e) Arconic’s inability to realize
expected benefits, in each case as planned and by targeted completion
dates, from acquisitions, divestitures, facility closures, curtailments,
expansions, or joint ventures; (f) the impact of cyber attacks and
potential information technology or data security breaches; (g)
political, economic, and regulatory risks in the countries in which
Arconic operates or sells products; (h) the impact of the separation on
the businesses of Arconic; (i) material adverse changes in aluminum
industry conditions, including fluctuations in London Metal
Exchange-based aluminum prices; (j) the impact of changes in foreign
currency exchange rates on costs and results; (k) the outcome of
contingencies, including legal proceedings, government or regulatory
investigations, and environmental remediation; and (l) the other risk
factors discussed in Arconic’s Form 10-K for the year ended December 31,
2016, and other reports filed with the U.S. Securities and Exchange
Commission (SEC). Arconic disclaims any obligation to update publicly
any forward-looking statements, whether in response to new information,
future events or otherwise, except as required by applicable law. Market
projections are subject to the risks discussed above and other risks in
the market.

Important Additional Information

Arconic Inc. (“Arconic”) has filed a definitive proxy statement and form
of associated WHITE proxy card with the Securities and Exchange
Commission (the “SEC”) in connection with the solicitation of proxies
for Arconic’s 2017 Annual Meeting (the “Definitive Proxy Statement”).
Arconic, its directors and certain of its executive officers will be
deemed participants in the solicitation of proxies from shareholders in
respect of the 2017 Annual Meeting. Information regarding the names of
Arconic’s directors and executive officers and their respective
interests in Arconic by security holdings or otherwise is set forth in
the Definitive Proxy Statement. To the extent holdings of such
participants in Arconic’s securities are not reported, or have changed
since the amounts described, in the Definitive Proxy Statement, such
changes have been reflected on Initial Statements of Beneficial
Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed
with the SEC. Details concerning the nominees of Arconic’s Board of
Directors for election at the 2017 Annual Meeting are included in the
shareholders will be able to obtain a copy of any proxy statement and
other documents filed by Arconic free of charge from the SEC’s website,
Arconic’s shareholders will also be able to obtain, without charge, a
copy of any proxy statement and other documents filed by Arconic by
directing a request by mail to Arconic, Corporate Secretary’s Office,
390 Park Avenue, New York, New York 10022-4608, by calling Arconic’s
proxy solicitor, Innisfree M&A Incorporated, toll-free at
1-877-750-5836, or from Arconic’s website at

Investor Contact:
Patricia Figueroa, 212-836-2758
Media Contact:
Shona Sabnis, 212-836-2626